As filed with the Securities and Exchange Commission on October ___, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Sword Comp-Soft Corp.
(Name of issuer in its charter)
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<S> <C> <C>
Delaware 7374 98-0229951
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code) Identification Number)
4055 St. Catherine Street West Irving Rothstein, Esq.
Suite 133 Heller, Horowitz & Feit, P.C.
Montreal H3Z 3J8 Quebec 292 Madison Avenue
(514) 940-1098 CANADA New York, New York 10017
(Address and telephone number (212) 685-7600
of registrant's principal executive (Name, address and telephone
offices and principal place of business) number of agent for service)
</TABLE>
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Copies to:
Irving Rothstein, Esq.
Heller, Horowitz & Feit, P.C.
292 Madison Avenue
New York, New York 10017
Telephone: (212) 685-7600
Approximate date of commencement of proposed sale to public: At the
discretion of the selling stockholders.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [X]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount To Be Proposed Maximum Proposed Maximum Aggregate Amount of
Registered Registered Offering Price Per Offering Price Registration Fee
Security
------------------------------------------ ---------------- -------------------------- ---------------------------- ----------------
------------------------------------------ ---------------- -------------------------- ---------------------------- ----------------
Common Stock, par value $0.0001 11,000,000 $0.025(1) $275,000 $83.33
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(1) based upon the price of a private offering.
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The registrant hereby amends the registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION DATED, October ___, 2000
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Sword Comp-Soft Corp.
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11,000,000 Shares of Common Stock
This prospectus covers 11,000,000 shares of the common stock, par
value $.0001 per share, of Sword Comp Soft Corp. The common stock offered here
will be sold solely by the selling stockholders.
The securities offered hereby involve a high degree of risk.
Please read the "Risk factors" beginning on page 2.
There is presently no public market for our securities. We intend
to apply for a listing on NASDAQ on the OTC:BB.
---------------------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Our principal executive offices are located at 4055 St. Catherine
Street West, Ste 133, Westmount, Quebec H3Z 3J8, CANADA. Our telephone number is
(514) 940-1098.
The date of the Prospectus is October __, 2000.
<PAGE>
Risk factors
You should carefully consider the following facts and other
information in this prospectus before deciding to invest in the shares.
Since we have only a limited operating history, it is difficult for you to
evaluate if we are a good investment
We were incorporated in November 1998. As of this date, we have
not introduced our first services. Accordingly, we have only a very limited
operating history, and we face all of the risks and uncertainties encountered by
early-stage companies. Thus, our prospects must be considered in light of the
risks, expenses and difficulties associated with a new and rapidly evolving
market for proprietary Application Service Providers focusing on e-healthcare.
In sum, because of our limited history and the youth and inherent risks of our
industry, predictions of our future performance are very difficult.
Our independent auditor has expressed concern over our ability to remain in
business and if we go out of business your investment will be lost
In his report on our audited financial statements, our auditor has
stated that there is a substantial doubt as to whether we will be able to remain
in business for even the next twelve months. His concern is based upon our
growing losses and no specific plan to have the funds necessary to implement our
business plan. If his concerns are proven accurate, any investment in our
securities will likely be lost.
We have incurred losses and anticipate even more losses in the future which may
cause us to become insolvent
From our inception in November 1998 through April 30, 2000, we
incurred an accumulated deficit of $11,454. We anticipate incurring significant
losses until, at the earliest, we generate sufficient revenues to offset the
substantial up-front expenditures and operating costs associated with developing
and commercializing our products. There can be no assurance that we will ever
operate profitably.
We have no customers and generate no revenues and if we do not develop customers
and generate revenue we will go out of business
We have not entered into any agreements to utilize our technology
with any subscribers or alliance partners. We do not believe that we will
generate significant revenues in the immediate future. We will not generate any
meaningful revenues unless we obtain contracts with a significant number of
subscribers and a few health alliance partners. There can be no assurance that
we will ever be able to obtain contracts with a significant number of
subscribers to generate meaningful revenues or achieve profitable operations.
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Our success is dependent on successful implementation of our
business plan, still in development. This involves developing and expanding our
operations on a profitable basis and developing non-traditional marketing and
promotional channels that would be available to promote our services on a
monthly fee basis. We are unaware of any other entity that has attempted to
accomplish what we propose to do and there is no assurance that we will be
successful or that our business model and services will be accepted in the
industry or result in the generation of significant revenues.
We need additional financing or we may have to curtail operations and investors
will lose their money
Our capital requirements relating to the commercialization of our
technology will be significant. We will be dependent on the proceeds of future
financings in order to continue in business and to develop and commercialize
additional proposed application services. We currently project requiring an
additional $ 420,000 in new financing. There can be no assurance that we will be
able to raise the additional capital resources necessary to permit us to pursue
our business plan. We have no current arrangements with respect to, or sources
of, additional financing and there can be no assurance that any such financing
will be available to us on commercially reasonable terms, or at all. Any
inability to obtain additional financing will have a material adverse effect on
us, such as requiring us to significantly curtail or cease operations.
Our infrastructure may not be reliable because it may not be large enough to
accommodate growth and because of third party disruptions and if this occurs we
will lose customers
Our operations will depend upon the capacity, reliability,
security and privacy of our systems infrastructure. We currently have only
limited system capacity and will be required to continually expand our systems
infrastructure to accommodate significant numbers of subscribers and their
personal data. Development and/or expansion of our systems infrastructure will
require additional financial, operational and managerial resources. There can be
no assurance that we will be able to expand our systems infrastructure to meet
potential demand on a timely basis or at a commercially reasonable cost. Our
failure to develop and/or expand our systems infrastructure on a timely basis
could have a material adverse effect on us. We will be dependent upon
co-location and online service providers for access to our application services.
Our systems infrastructure will also be vulnerable to computer
viruses, break-ins and similar disruptions from unauthorized tampering with our
computer systems. Computer viruses or problems caused by third parties could
lead to material interruptions, delays or cessation in service to our customers.
Inappropriate use of the internet by third parties could also potentially
jeopardize the security of confidential information stored in the computer
systems of consumers. Security and privacy concerns of consumers may limit our
ability to develop a significant subscriber base.
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We may face liability because of the content transmitted over our systems and if
found liable the amount of damages could make us insolvent
The liability we may face as a result of content disseminated
through our system could have a negative impact on our financial condition. The
law relating to the liability of businesses such as ours for content carried on
or disseminated through their system is currently unsettled. We could become
involved in litigation regarding the content transmitted over our system, which
could create adverse publicity, significant defense costs and substantial damage
awards. In addition, because health content materials can be downloaded and may
be subsequently distributed to others, there is a potential that claims will be
made against us for defamation, negligence, copyright or trademark infringement
or other theories based on the nature and content of such materials.
We could also be exposed to liability in connection with the
selection of materials that may be accessible over our system. Claims could be
made against us if material or reports deemed inappropriate or incorrect by
health viewers could be accessed. For instance, a subscriber may tells us about
their hypertension leading us to recommend exercise but they fail to tell us
that they are osteoporic and they break a bone.
While we intend to carry insurance policies, our insurance may
not cover potential claims of this type or may not be adequate to cover
liability that may be imposed or related defense costs. There can be no
assurance that we will not face claims resulting in substantial liability for
which we are partially or completely uninsured. Any partially or completely
uninsured claim against us would have a material adverse effect on our ability
to operate.
Special note regarding forward-looking statements
Some of the statements under "Risk factors," Plan of
operations," "Business" and elsewhere in this prospectus are forward-looking
statements that involve risks and uncertainties. These forward-looking
statements include statements about our plans, objectives, expectations,
intentions and assumptions and other statements contained in this prospectus
that are not statements of historical fact. You can identify these statements by
words such as "may," "will," "should," "estimates," "plans," "expects,"
"believes," "intends" and similar expressions. We cannot guarantee future
results, levels of activity, performance or achievements. Our actual results and
the timing of certain events may differ significantly from the results discussed
in the forward-looking statements. Factors that might cause such a discrepancy
include those discussed in "Risk factors" and elsewhere in this prospectus. You
are cautioned not to place undue reliance on any forward-looking statements.
Summary historical financial information
The following selected financial data for the year ended April
30, 2000 and for the period November 2, 1998 (inception) through April 30, 2000
is derived from our audited financial statements included in this prospectus.
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The following data should be read in conjunction with our financial statements.
Statement of operations data
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----------------------------------------- --------------------------------------- ---------------------------------------
Year ended
From 11/02/98 4/30/2000
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(Inception)
to 04/30/2000
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$
Net Revenues $ -0-
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$
Operating Loss $ (11,454)
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$
Income Taxes $ -0-
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$
Net Loss $ (11,454)
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$
Loss Per Share $ (.001)
(Basic and Diluted)
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</TABLE>
Balance sheet data
April 30, 2000
Working Capital $ 144,807
Total Assets $ 166,660
Total Liabilities $ 6,853
Stockholders' Equity $ 159,807
Plan of operations
The following discussion should be read in conjunction with
the financial statements and related notes, which are included elsewhere in this
prospectus.
Sword Comp-Soft Corp., based in Montreal, Canada, is a new
Application Service Provider initially investing in the e-healthcare sector.
Application Services, a rapidly growing segment of the internet economy, is the
term used to describe internet providers that focus on a single topic or issue
in a conversational manner. We were initially formed in November 1998 and are
currently still in the development phase and preparing to begin commercial
activity in the first quarter of 2001.
We now have what we believe is some of the most advanced
technology currently available in the field of e-healthcare. We also hope to
benefit from our relationship with Millenia Hope, Inc., our controlling
shareholder, via participation with their scientific committee and products and
services. While we expect to incur direct expenditures for research and
development in the approximate amount of $ 260,000 thru December 2000, we expect
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governmental agencies of Canada, who provide excellent incentives, to provide us
with grants. Research and development grants will be recorded as a reduction of
expense on the income statement, leaving us with the net amount of the expense.
The first array of our application services are currently
expected to be available by the end of 2000. Although our products have
worldwide application, the marketing plan for the first year of operations is to
concentrate on the North American market and to focus, particularly during the
balance of this year, on significant opportunities that have been identified for
or by twenty of the top companies which are: Abbot; Astra; Bayer; Bristol Myers
Squibb; Eli Lilly; Hoechst Marion Roussel; Glaxo Wellcome; Hoffman Laroche;
Janssen-Ortho; Merck; Novartis; Novopharm; Parke-Davis; Pfizer; Pharmacia &
Upjohn; Rhone-Poulenc; Schering Plough; Smith Kline Beecham; Wyeth-Ayerst; and
Zeneca Pharma. Should we be unable to complete formal contracts with a few one
of the major pharmaceutical companies, our plan is to market directly to
consumers on a monthly fee basis.
Initially, our interactive health service applications will be
promoted primarily via our web site, internet on-line advertising and by an
aggressive effort to recruit specific web communities that are health and well
being oriented. Co-parenting, the joining of two products/services or ideas
presented as a single corporate message, will be employed in tandem with major
medical and not for profit organizations to raise the profile of our unique
offering. As interest grows commensurately, we will employ a wider choice of
media outlets to promote our website, Medicocenter.com
We believe that our sales targets are both modest and
achievable based upon ad hoc discussions with potential health alliance
partners. We hope to break even this year and have revenues of $1.3 million
during fiscal 2001. We currently anticipate that our monthly burn rate, once we
commence sales, will be approximately $40,000.
During our initial fundraising in 2000, we sold 11,000,000
shares for an aggregate of $275,000. We anticipate using these funds as follows.
Research & Development $ 75,000
Advertising and Marketing $ 67,000
Rent & office equipment $ 22,000
Administration & Selling $ 72,000
Internet setup and bandwidth $ 19,000
Legal, Accounting, offering cost $ 20,000
We believe our current cash on hand is sufficient to see us
through the development stage and until we are able to bring the first of our
application service providers on line and generating revenue.
Year 2000 disclosure
We are Year 2000 compliant and we do not anticipate any
internal problems. In the event any internal problems should arise, we have many
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expert computer technicians available to us and we believe that we will be able
to satisfactorily address any such problems. However, we are dependent on the
integrity of the internet being maintained to derive income from the sale of
subscriptions and advertising spots and if the internet should fail or if our
hosts or internet service providers should fail, we could be adversely impacted.
Given the currently available information this does not appear to be a likely
scenario and, accordingly, we do not believe that our potential for
profitability or operations will be materially affected by the Year 2000
problem.
The most important technical success factors have been
assuring unique reliable health modules on top of basic e-commerce and online
mass storage capabilities.
Business
We were initially formed in November 1998 and are currently
still in the development phase and preparing to begin commercial activity in the
first quarter of 2001. We are based in Montreal, Canada. We are a new
Application Service Provider initially investing in the e-healthcare sector.
Application Services, a rapidly growing segment of the internet economy, is the
term used to describe internet providers that focus on a single topic or issue
in a conversational manner.
We are working on a pilot and believe that we will be in a
position to offer a range of application services designed around the concept of
providing a series of useful, on-line interactive health services and facilities
in an attractive, convenient format to people in their personal electronic
environments. These application services include the identification and personal
logging of disease(s) and strategies to cope with long term health issues from
nutrition, wellness and health in a "patient driven" format.
Essentially, the subscribers use application programs to
create, store and transact medical data on the application server, for example:
the interactive on-line health service will record similar data to that usually
given to a primary health care worker, such as a doctor or a nurse, and create
an overall profile of individual health needs. Each application will relate to a
specific disease, drug, or part of the human anatomy on a pay per use basis,
although this fee may be sponsored. We also plan to offer pre-operative
processing support.
The first of the applications on which the Company intends to
focus are the areas of nutrition, osteoporosis, diabetes and the human skeletal
system. We are planning to work on drug ASPs to enhance data for real trials and
encourage and remind patients to take all their prescriptions on a timely and
complete basis. This important data, on an ever-increasing number of patients
for that particular drug or course of treatment, is of great value.
Consumers will be able to access the Company's branded
subsidiary site, www.medicocenter.com, and receive an individualized assessment
based on their current health level and a nutritional plan designed to enhance
the quality of their life and well being in the future. If, for example, a
consumer has concerns about the onset or worsening of high blood pressure, he or
she can engage in an interactive dialogue with the ASP to establish signposts to
gauge the extent of the problem in conjunction with their physician. Following
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this, a detailed list of preventive measures and chronic treatment support will
be provided to allow the consumer alternative choices as to a course of action
best suited to their life situation.
Product differentiation
The methodology of empowering the consumer, vis-a-vis their
own health needs, broadens the overall health sector knowledge base and allows
for intelligent, well thought out courses of action by the consumer when dealing
with their professional health provider. Each of the applications is uniquely
tailored to the particular needs of that consumer and their areas of concern.
Our on-line medical services will be interactive, a dialogue
between the consumer and the applications. Our goal is to position us so that,
in the e-healthcare sector, our services are always perceived as being a rich
and diverse source of information in a user friendly, interactive,
individualized format. The clarity and consistency of that message will be
monitored on an ongoing basis so that it meshes seamlessly with the changing
needs and concerns of the consumer pool.
There are over 15,000 health-based internet sites as reported
by Business 2.0 magazine, in its March 1999 edition. Almost all of these are
what Jupiter Communications dubbed "informational" i.e., they are one-way
content providers and serve essentially the function of being an electronic
medical encyclopedia. A few are transactional such as on-line pharmacies. In
this new decade, we expect e-healthcare to adopt new business models and
innovate to meet the demands of an industry in need of fundamental change. We
believe that the new e-trends emerging in the healthcare industry will have an
impact and provide significant investment opportunities.
The ASP systems work as small communication programs, which
accumulate data for individuals, including those with multiple problems, through
a question and answer interface that is supported by an ASP, much like mimicking
the Patient/Doctor interaction. The ASP then accesses our inference engine
adding to the knowledge base, which in turn spawns a dynamic ASP ending in a
report to the consumer. We are a proprietary Application Service Provider in the
Business to Consumer, otherwise known as the "B-2-C" segment. We currently find
ourselves alone in this segment of consumer e-healthcare.
One of the large players in e-healthcare is E-MedSoft.com. In
June 2000, their website, e-medsoft.com, stated the following:
"E-MedSoft.com provides management systems for health care
companies that are accessed through the Internet. The system
allows [professional] people in different locations to access
health care data from anywhere with an Internet hook-up. It
connects all the major [professional] constituents in a health
care network,"
The Trizetto Group delivers a third party ASP solution but
also in the Business-to-Business, or "B-2-B" segment. Trizetto's website in
June 2000 stated:
"Packaged applications only address approximately 70 percent
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of the requirements unique to an organization, according to Lu
Kabir, senior vice president of marketing and business
development at Trizetto. Typically these applications must be
modified and integrated to provide optimal benefits to users.
According to Kabir, by the time companies complete the
implementation, for every dollar they've spent on software
licenses, they've spent an additional nine on consulting
services."
The major limiting factor in this industry right now is that,
at present, these solutions are too expensive for the average consumer. Our
applications hope to remedy this situation. Although e-medsoft.com, Trizetto and
others may evolve to Business to Business to Consumer (B-2-B-C), we believe that
it is somewhat down the line as they are now strategically engaged in putting
web front ends onto existing legacy systems as opposed to a fresh start with new
proprietary systems designed specifically for the new trends. Significant
corporate settlement of healthcare costs may be available to our Medicocenter
web site to link our consumers through to professional systems for various
payments.
According to Forrester Research, the ASP market is expected to
grow to more than $21 billion in 2001. Forrester defines application server as "
A software server product that supports thin clients with an integrated suite of
distributed computing capabilities." (June 2000). They further note in an
article in January 2000 by Bobby Cameron: "The Death Of IT
The IT organization will disappear in successful
eBusinesses. To support complex, fast-changing business
processes that span multiple companies, firms will disperse
technology management across an exT (external technology)
environment."
As traditional methods give way, the consumer will
have access to systems that, previously, only corporations could
afford. In some jurisdictions health "credits" are replacing
traditional Medicare/Medicaid systems, whether in part or in
total. In this scenario the patients determine where, how and
with whom to spend their healthcare funds.
This democratization is further underscored by the following
CNN.com report by Daniel Eisenberg, on June 5, 2000, entitled "Curing managed
care" the headline and excerpted article reads
" With costs rising and patients rebelling, the prognosis for
HMOs isn't so good...
On this day, though, Donaldson, a founder of the investment
firm Donaldson, Lufkin & Jenrette and a former chairman of
the New York Stock Exchange, was out to present Aetna's new
bedside manner. "In response to a real market need, we
heartily embraced managed care," he told the crowd. "But
there was a price, in terms of too many restrictions and too
much process that have grown increasingly unpopular. There
are those who say the pendulum has swung too far. I agree."
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Since taking over (AETNA U.S. Healthcare) a few months ago
from Richard Huber, the combative CEO who was forced out,
Donaldson has been trying his best to mend the HMO giant's
sickly relations with doctors and members, who view it as
putting profits ahead of patients."
As can be seen from the aforementioned report, consumers are
seeking alternative choices.
We are keenly aware of the ethical issues involved in
healthcare services being sold over the internet but note the following from
Wired.com's website this month.
DENVER -- When medical research and business mix it may
raise eyebrows -- if not serious ethical questions
-- but scientists say the two need each other to
ensure that medical advances are delivered to the
public.
"I think it's important to appreciate that there's
an important role at both ends," said Dr. Harry
Malech, head of genetic immunotherapy at the
National Institute of Allergy and Infectious
Disease in Bethesda, Maryland. "There are very few
things that have gone directly from basic science
to being widely available to people in the
community to treat their disease process. Industry
is essential for translating these things."
There has been a plethora of warnings from non-profit speakers
and organizations regarding the sometimes thinly veiled profit motives for
"informational sites". We do not prescribe, any drugs, however we do aim to be
profitable within a few years.
Marketing and sales
The business model we developed takes into account a number of
features of the new consumer empowerment for healthcare:
First; The Forrester report, "Why Doctors Hate the Net, (April
2000) ... comes on the heels of a recent American Medical Association survey
that shows fewer than 40 percent of doctors use the Web as part of their
practice.
Second; Docs in the Dark Ages by Kristen Philipkoski , Mar.
9, 2000 PST
"Doctors tend to be traditionalists, and that's not good news
for e-health businesses hoping to take healthcare to the
Internet. ...
More than 100 million consumers are looking to the Internet
for health information, but that may not be enough to convince
doctors that they need to embrace the Net, according to Dr.
Edward Fotsch, president and CEO of the health site Medem. "
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Third; Health Information on-line is a huge and growing
segment of the Healthcare industry, whose sales are predicted to rise to $10
billion by the year 2004. In the same release (Jupiter Communications Inc.
January 2000) reported that 45% of on-line consumers access the Internet for
health information.
Fourth; We believe that the consumer "dependency" on the
medical system is shifting to a self-directed model as healthcare budgets and
patient tolerance erodes.
In Patients, Heal Thyselves by Lindsey Arent May. 20, 1999
PDT states
"If the researchers at the Center for Future Health have their
way, your early checkup could be a thing of the past. "
Doctors, engineers, and scientists at the Center for Future
Health are creating gizmos to put the diagnostic power of the
doctor's office in the hands of patients." and sophisticated,
yet simple homecare is enabled
Properties
Our facilities are located in approximately 800 square feet of
leased office space in Montreal, Canada. Our lease expires on June 30, 2005, and
provides for an annual rental of US$ $18,000. We have only negligible costs
relating to environmental compliance laws.
Legal proceedings
We are not involved in any material legal proceedings
Management
Contracts for officers and employees, are being reviewed by legal
counsel and have not yet been signed.
Officers and directors
Name Age Title
---- --- -----
Anthony Ierfino 25 President & CEO, Director
Leonard Stella 39 Chief Operating Officer, Director
Dr. Christos Tsoukas, C.M.,M.D., 52 Vice-President - Scientific
F.R.C.P., F.A.C.P Research and Development
Abdulmajid Sharif 25 Chief Technical Officer, Director
Dr. Raafat G. Saade 36 Vice-President - Data Information,
Director
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Mr. Anthony Ierfino, President/CEO - Director
Mr. Ierfino received his Bachelor of Arts degree in Computer Science
from Concordia University in 1996. In 1998 he received his Microsoft certificate
as a systems Engineer. Mr. Ierfino combines expert knowledge in both Internet
servers and Networks. He is highly accomplished in hardware installations,
routing, set-up, support, etc. of the above. That being said, his main expertise
is in the Security field for both networks and the Internet. He has served as
the head of Network Administration for Bell Sygma International, 1997-2000, as
well as administration of over 140 Internet Web sites for Mila Consultants,
1996-1997. He also heads his own firm, Payment Central Inc that specializes in
security and authorization of both credit card payment and wire transfers via
voice recognition.
Mr. Leonard Stella, COO - Director
Mr. Stella has a Bachelor of Arts from McGill University, and received
his Graduate Diploma in Hospital Administration from Concordia University. From
1984-1985 he was the assistant administrator of the Mt. Sinai Hospital. In 1986
Mr. Stella founded and operated a residential and commercial property developer,
Dominion Certified Development. In 1991, he founded Trans-Immobilia, a
residential property company that he continues to run to date. In 1998 he was
one of the founding partners and has the position of President and Treasurer of
Millenia Hope Inc., a Delaware company, specializing in the biotechnology field,
that is publicly traded on the NASD's OTC Bulletin Board. To Sword, he brings
his administration and management skills and expertise in working for public
companies, and with venture capitalists and public relations firms.
Dr. Christos Tsoukas, Vice President of Research and Development
Dr. Tsoukas received his Bachelor of Science degree from McGill
University and his Medical degree from the University of Athens in 1975. In 1982
he was granted a specialization in Immunology from McGill University. Since 1982
he has been a full professor at McGill University. Since 1990, he has been the
Associate Director of the McGill AIDS Center. Dr. Tsoukas is considered a leader
in the development of clinical trials on AIDS as well as being one of the
founders of the HIV treatment unit at the Montreal General Hospital. Also
involved with the World Hemophilia Federation, he has been the guest speaker at
many international symposia and is the author of many learned publications.
Dr. Raffat G. Saade - Vice President - Data Information - Director
Dr. Saade received his Bachelor of Engineering from Concordia
University in 1987. This was followed by his Master's in 1990 and his Ph.D. in
Engineering in 1995, all from the same Institution. Dr Saade has broad expertise
in computer modeling, expert systems and interactive programming, with emphasis
on the fields of health and nutrition. Dr. Saade has worked on a wide variety of
projects for several corporations and Universities from 1988 to the present.
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These included simulation models for Tecsult Inc. and the Lasalle Consulting
Group between 1990-1993, an interactive computer aided learning system for
McGill University from 1995-1996 and, more recently, the development of
intelligent systems for data interpretation for Imro Medical System in 1997-1998
and a medical decision support system for the Internet for Global Netcare
(NASDAQ: OTC BB -GBCR) during 1998 and 1999. In 1999-2000 he was involved with a
joint project with Harvard University to develop a risk assessment program for
osteoporosis. Dr. Saade has published over 40 reports and projects and lectured
to Industry and Universities.
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Mr. Abdulmajid Sharif, CTO (Chief Technical Officer)
Mr. Sharif received his Bachelor of Science with honors in Physics and
Mathematics from McGill University in 1997. Mr. Sharif has extensive and
in-depth knowledge in both the software and hardware areas. He has served as the
technology advisor to McGill University; Faculty of Science Computer Taskforce
from 1997-1999 as well as the Faculty of Arts Computer Networking from
1997-1999. In 1999 he received his Microsoft certificate as a Systems Engineer
and as a professional and Internet expert. Since 1995, Mr. Sharif has worked in
various faculties and projects for McGill University. He is an expert in
Internet technologies: World Wide Web, FTP, Internet Groupware with a highly
specialized expertise in Internet Security. As well, Mr. Sharif has extensive
knowledge in the field of networking and the integration of heterogeneous
networks.
Indemnification of directors and officers.
Neither our By-Laws nor our Certificate of Incorporation currently
provides indemnification to our officers or directors. In an effort to continue
to attract and retain qualified individuals to serve as our directors and
officers, we intend to adopt provisions providing for the maximum
indemnification permitted by Delaware law.
Compensation of directors
Directors do not receive any compensation for services as members of
the board of directors.
Security ownership of certain
beneficial owners and management
The following table sets forth, as of September 30, 2000,
information regarding the beneficial ownership of our common stock based upon
the most recent information available to us for
o each person known by us to own beneficially more than five (5%)
percent of our outstanding common stock,
o each of our officers and directors and
o all of our officers and directors as a group.
Each stockholder's address is c/o Sword Comp-Soft Inc., 4055 St.
Catherine Street West, Suite 133, Montreal, Quebec, CANADA, H3Z 3J8
14
<PAGE>
Number of
Shares Owned
Name Beneficially % of Total
Millenia Hope, Inc. 35,700,000 76.4%
Anthony Ierfino (1) 120,000 *
Leonard Stella (2) 120,000 *
Abdulmajid Sharif (3) 120,000 *
Christos Tsoukas (4) 120,000 *
Raafat Saade (5) 120,000 *
All Officers and Directors
as a Group (5 persons) 600,000 0.0127
* less than 1%
(1) President and CEO - Director
(2) Chief Operating Officer - Director
(3) Chief Technical Officer - Director
(4) Vice President - Research and Development
(5) Vice President - Data Information - Director
Executive compensation
From our inception on November 2, 1998, through the fiscal year ended
April 30, 2000, no compensation was paid to any of our executive officers.
Disclosure of commission position on
indemnification for securities act liabilities
Neither our by-laws nor our certificate of incorporation currently
provide indemnification to our officers or directors. In an effort to continue
to attract and retain qualified individuals to serve as our directors and
officers, we intend to adopt provisions providing for the maximum
indemnification permitted by Delaware law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons,
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore
unenforceable.
15
<PAGE>
Description of securities
Authorized and outstanding stock
Our authorized capital stock consists of 70,000,000 shares of common
stock, $0.0001 par value. As of September 30, 2000 there were 46,700,000 shares
outstanding, which were held by 193 stockholders of record.
Common stock
Subject to legal and contractual restrictions on payment of dividends,
the holders of common stock are entitled to receive such lawful dividends as may
be declared by the board of directors. In the event of our liquidation,
dissolution or winding up, the holders of shares of common stock are entitled to
receive all of our remaining assets available for distribution to stockholders
after satisfaction of all liabilities and preferences. Holders of our common
stock do not have any preemptive, conversion or redemption rights and there are
no sinking fund provisions applicable to our common stock. Record holders of our
common stock are entitled to vote at all meetings of stockholders and at those
meetings are entitled to cast one vote for each share of record that they own on
all matters on which stockholders may vote.
Stockholders do not have cumulative voting rights in the election of
our directors. As a result, the holders of a plurality of the outstanding shares
can elect all of our directors, and the holders of the remaining shares are not
able to elect any of our directors. All outstanding shares of common stock are
fully paid and non-assessable, and all shares of common stock to be offered and
sold in this offering will be fully paid and non-assessable.
Transfer agent and registrar
The stock transfer agent and registrar for our common stock is
Intercontinental Registry and Stock Transfer, located at 900 Buchanan blvd # 1,
Boulder City, Nevada 89005-2100.
Dividend policy
Under applicable law, dividends may only be paid out of legally
available funds as proscribed by a statute, subject to the discretion of the
board of directors. In addition, it is currently our policy to retain internally
generated funds to support future expansion of our business. Accordingly, even
if we do generate earnings, and even if we are not prohibited from paying
dividends, we do not currently intend to declare or pay cash dividends on our
common stock for the foreseeable future
16
<PAGE>
Shares available for future sale
On the date of this prospectus, all 11,000,000 shares included in
this prospectus will generally be freely tradable without restriction imposed
by, or further registration under, the Securities Act. An additional 35,700,000
shares of our common stock may be deemed "restricted securities," as that term
is defined under Rule 144 promulgated under the Securities Act. Such shares may
be sold to the public, subject to volume restrictions, as described below.
Commencing at various dates, these shares may be sold to the public without any
volume limitations.
In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including one of our
affiliates, or persons whose shares are aggregated with affiliates, who has
owned restricted shares of common stock beneficially for at least one year is
entitled to sell, within any three-month period, a number of shares that does
not exceed 1% of the total number of outstanding shares of the same class. In
the event our shares are sold on an exchange or are reported on the automated
quotation system of a registered securities association, you could sell during
any three-month period the greater of such 1% amount or the average weekly
trading volume as reported for the four calendar weeks preceding the date on
which notice of your sale is filed with the SEC. Sales under Rule 144 are also
subject to certain manner of sale provisions, notice requirements and the
availability of current public information about us. A person who has not been
one of our affiliates for at least the three months immediately preceding the
sale and who has beneficially owned shares of common stock for at least two
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above.
You should note that we anticipate that our shares of common stock will
initially be included for quotation on the OTC Bulletin Board. Pursuant to SEC
regulations, the OTC Bulletin Board is not considered an "automated quotation
system of a registered securities association" and Rule 144 will only permit
sales of up to 1% of the outstanding shares during any three-month period.
Plan of distribution
The sale of the shares of common stock by the selling stockholders may
be effected by them from time to time in the over the counter market or in such
other public forum where our shares are publicly traded or listed for quotation.
These sales may be made in negotiated transactions through the timing of options
on the shares, or through a combination of such methods of sale, at fixed
prices, which may be charged at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
selling stockholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders
and/or the purchasers of the shares for which such broker-dealer may act as
agent or to whom they sell as principal, or both. The compensation as to a
particular broker-dealer may be in excess of customary compensation.
17
<PAGE>
The selling stockholders and any broker-dealers who act in connection
with the sale of the shares hereunder may be deemed to be underwriters within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and any profit on any sale of the shares as principal might be deemed to
be underwriting discounts and commissions under the Securities Act.
Selling stockholders
We are registering shares of common stock purchased by investors in our
2000 private placement offerings,
Other than the costs of preparing this prospectus and a registration
fee to the SEC, we are not paying any costs relating to the sales by the selling
stockholders. Each of the selling stockholders, or their transferees, and
intermediaries to whom such securities may be sold may be deemed to be an
"underwriter" of the common stock offered in this prospectus, as that term is
defined under the Securities Act. Each of the selling stockholders, or their
transferees, may sell these shares from time to time for his own account in the
open market at the prevailing prices, or in individually negotiated transactions
at such prices as may be agreed upon. The net proceeds from the sale of these
shares by the selling stockholders will inure entirely to their benefit and not
to ours.
Except as indicated below, none of the selling stockholders has held
any position or office, or had any material relationship with us or any of our
predecessors or affiliates within the last three years, and after completion of
this offering will own the amount of our outstanding common stock listed
opposite their name. The shares reflected by each selling stockholder is based
upon information provided to us by our transfer agent and from other available
sources in September 2000.
These shares may be offered for sale from time to time in regular
brokerage transactions in the over-the-counter market, or, either directly or
through brokers or to dealers, or in private sales or negotiated transactions,
or otherwise, at prices related to the then prevailing market prices. Thus, they
may be required to deliver a current prospectus in connection with the offer or
sale of their shares. In the absence of a current prospectus, if required, these
shares may not be sold publicly without restriction unless held by a
non-affiliate for two years, or after one year subject to volume limitations and
satisfaction of other conditions. The selling stockholders are hereby advised
that Regulation M of the General Rules and Regulations promulgated under the
Securities Exchange Act of 1934 will be applicable to their sales of these
shares. These rules contain various prohibitions against trading by persons
interested in a distribution and against so-called "stabilization" activities.
The selling stockholders, or their transferees, might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Act and any profit on
the resale of these shares as principal might be deemed to be underwriting
discounts and commissions under the Act. Any sale of these shares by selling
18
<PAGE>
shareholders, or their transferees, through broker-dealers may cause the
broker-dealers to be considered as participating in a distribution and subject
to Regulation M promulgated under the Securities Exchange Act of 1934, as
amended. If any such transaction were a "distribution" for purposes of
Regulation M, then such broker-dealers might be required to cease making a
market in our equity securities for either two or nine trading days prior to,
and until the completion of, such activity.
<TABLE>
<S> <C> <C> <C>
Shares Beneficially Shares Beneficially
Owned Owned
Name of Selling Security Holder Before Offering Offering After Offering
------------------------------- --------------- -------- --------------
Jose Sardano 25,000 25,000 0
Mario Volpe 25,000 25,000 0
Claude Auclair 500 500 0
Renee Lapierre 500 500 0
Francois Rochon 1,000 1,000 0
Raoul Bouvin 500 500 0
Roberto Mocella 1,000 1,000 0
Jean Paul Belisle 500 500 0
Cosmo Salerno 100,000 100,000 0
Nino Del bello 50,000 50,000 0
Quantis Ltee 1,000 1,000 0
Sebastien Larochelle 500 500 0
Mrs. Maria Fusco 1,000 1,000 0
Dichro Mgt Consultant Inc. 500 500 0
Denise Larochelle 500 500 0
Bruno Ballarano 500 500 0
Chantal Corbeil 500 500 0
Les Investissements MPS inc. 500 500 0
Jean Pierre Leclerc 500 500 0
Raymond Roy 1,000 1,000 0
Jacques Leclerc 1,500 1,500 0
Christiane Proulx 500 500 0
139472 Canada Inc. 1,000 1,000 0
Kenneth Di Brewen 1,000 1,000 0
Luc Methot 500 500 0
Robert Courtois 1,000 1,000 0
Michel Gagne 500 500 0
Bruno DeLorme 500 500 0
Georges Gagnon 500 500 0
Pierre Poulin 1,000 1,000 0
Gerald Sylvestre 500 500 0
19
<PAGE>
Dominique Salerno 10,000 10,000 0
Antonio Petrantonio 10,000 10,000 0
Jean Thellen 1,500 1,500 0
Mario Goncalves 1,500 1,500 0
Christian Cardinal 1,000 1,000 0
Richard Panbrun 500 500 0
Collette Fillion 500 500 0
Julie Bastien 500 500 0
Martine Bastien 500 500 0
Lucie Godette 500 500 0
Stephanie Godette 1,000 1,000 0
Joel Chapdelaine 1,500 1,500 0
Celine St-Onge 1,000 1,000 0
Martin St-Onge 500 500 0
Constance Godette 500 500 0
Laurette Borduas 500 500 0
Michel Chapdelaine 1,000 1,000 0
Jean Bastien 500 500 0
Bernard Dallaire 500 500 0
Denise Comptois 1,000 1,000 0
Yves Comptois 500 500 0
Raynald Racicot 1,500 1,500 0
Pierre Nault 1,500 1,500 0
Georges Gagnon 500 500 0
Armand Patenaude 500 500 0
Denis Chicoine 500 500 0
Julia Shaar 500 500 0
Claude Cote 1,000 1,000 0
Andre Corriveau 500 500 0
Yves Cyr 1,000 1,000 0
Maryse Richard 1,000 1,000 0
Jules Chicoine 500 500 0
Langis Charron 500 500 0
Jacques Goyet 500 500 0
Yvan Levesque 500 500 0
Liette Lalonde 1,000 1,000 0
Alain Boyer 500 500 0
Micheline Sawyer 500 500 0
Lyne Barry 500 500 0
Raymond Guitard 1,000 1,000 0
20
<PAGE>
Montreal Marine Cleaners 1,500 1,500 0
155707 Canada Inc. 500 500 0
Yvon Lambert 500 500 0
Paul Peloquin 500 500 0
Danielle Pontbriand 500 500 0
Gilles Lavalee 500 500 0
Jacqueline Beausoleil 1,000 1,000 0
Fanny Dubuc 1,000 1,000 0
Francois Fregault 500 500 0
Andre Beaulieu 500 500 0
Manon Delisle 1,000 1,000 0
Suzanne Legault 1,500 1,500 0
Michele Lafrancois 1,500 1,500 0
Filippo Vita 500 500 0
Luis Vitorino 500 500 0
Andre Grimard 1,000 1,000 0
Gabriel Lo Russo 1,000 1,000 0
Eric Sardano 1,500 1,500 0
Karine Bastien 500 500 0
Francine Pauze 1,000 1,000 0
Giuliano Ercoli 500 500 0
Suzanne Cormier 500 500 0
M.J. Anny Sardno 500 500 0
Marc Sansregret 500 500 0
Michel Sevigny 1,000 1,000 0
Valerie Tsaroukas 1,000 1,000 0
Sylvain Cournoyer 1,500 1,500 0
Patrick Marcovecchio 60,000 60,000 0
Joe Caruso 500 500 0
Guglielmo Pecorilli 48,000 48,000 0
Leonardo Arcuri 250,000 250,000 0
John Axmit 500 500 0
Michel Bedrossian 15,000 15,000 0
Ines Benedict 5,000 5,000 0
George Benson 500 500 0
Joel T. Bugsy 7,500 7,500 0
Rodney Codmar 500 500 0
Dominico De Angelis 25,000 25,000 0
Burt Delrivo 1,000 1,000 0
21
<PAGE>
Gloria Delrivo 1,000 1,000 0
Louis Grecco 25,000 25,000 0
Mike Rossi 20,000 20,000 0
Silvio Villeneuve 25,000 25,000 0
Marcel Villeneuve 25,000 25,000 0
Jean Pierre Villeneuve 25,000 25,000 0
Francine Villeneuve 25,000 25,000 0
Perry Choiniere 100,000 100,000 0
Valentin Cimpan 5,000 5,000 0
Gilles Gonier 5,000 5,000 0
Gaspar Stella 25,000 25,000 0
Joanna Stella 25,000 25,000 0
Bianca Stella 25,000 25,000 0
Raffi Bedrossian 50,000 50,000 0
Nicole Riopel 5,000 5,000 0
Patrick Picorelli 50,000 50,000 0
Silvio Rossi 500 500 0
Dr. Rene Morel 150,000 150,000 0
Antonio Vecchiarino 15,000 15,000 0
Francesca Albano 100,000 100,000 0
Yehuda Kops 350,000 350,000 0
Claude Villeneuve 371,500 371,500 0
Roberto Savoca 40,000 40,000 0
Anna Allen 40,000 40,000 0
Giovanna Martorana Magri 8,000 8,000 0
9089-6929 Quebec Inc. 360,000 360,000 0
Ignazio Magri 40,000 40,000 0
Giuseppe Magri 8,000 8,000 0
Maria DiCesare 14,440 14,440 0
Cliff Blass 20,000 20,000 0
Sofia Catalina 9,400 9,400 0
Patricia Fronteira 4,000 4,000 0
Rosario Gioffre 70,000 70,000 0
Denis Ponari 10,000 10,000 0
Anthony Ierfino (1) 120,000 120,000 0
Leonard Stella (2) 120,000 120,000 0
Abdulmajid Sharif (3) 120,000 120,000 0
Raffat Saade (5) 120,000 120,000 0
Christos Tsoukas (4) 120,000 120,000 0
Robert Picorelli 80,000 80,000 0
Ted Roan 50,000 50,000 0
22
<PAGE>
Somli Holdings 250,000 250,000 0
George Tsoukas 250,000 250,000 0
Sartor Corp. 250,000 250,000 0
Raymond Roy 25,000 25,000 0
Ruben Armenta 10,000 10,000 0
Estere Granata 20,000 20,000 0
PSI International 150,000 150,000 0
Ian Breton 10,000 10,000 0
Jovette Simoneau 25,000 25,000 0
DM Investments 250,000 250,000 0
David Muldor 100,000 100,000 0
Michael Solomita 100,000 100,000 0
Daniel Solomita 50,000 50,000 0
Vincent Solomita 100,000 100,000 0
Joseph Solomita 20,000 20,000 0
Rocco Piccolo 100,000 100,000 0
Myriam Cella 100,000 100,000 0
Josie Gammieno 10,000 10,000 0
Rafael Bitton 80,000 80,000 0
Mike Ghakis 40,000 40,000 0
Marc Dumont 20,000 20,000 0
Dean Cristofaro 60,000 60,000 0
Ivano Delnegro 40,000 40,000 0
Charles Layne 20,000 20,000 0
Mohsen Yadman 20,000 20,000 0
Danny Lamaroux 20,000 20,000 0
Silvana Favero 10,000 10,000 0
Nicholas Skafidas 4,000 4,000 0
Linda Nikolakopoulos 4,000 4,000 0
Rea Pangalo 3,000 3,000 0
Jacques Theriault 3,000 3,000 0
Georgia Florov 8,000 8,000 0
Spiros Fengos 100,000 100,000 0
Giuseppe Castiglione 181,200 181,200
Antonio Arcuri 200,000 200,000 0
Dominico Arcuri 200,000 200,000 0
Nordam Services Ltd. 600 000 600,000 0
9033-0176 Quebec Inc. 819,000 819,000 0
Nestar Trading Inc. 1,089,000 1,089,000 0
Astute Holdings 1,089,000 1,089,000 0
23
<PAGE>
International Global Investments 1,089,000 1,089,000 0
</TABLE>
(1) Our President, CEO and a Director
(2) Our COO and a Director
(3) Our CTO and a Director
(4) Our VP of Research and Development
(5) Our VP of Data Information and a Director
Legal matters
Certain legal matters in connection with this offering are being passed
upon by the law firm of Heller, Horowitz & Feit, P.C., New York, New York.
Experts
Our audited financial statements as of April 30,2000 and for the fiscal
year then ended are included in this prospectus in reliance upon the report of
Mark Cohen C.P.A., an independent certified public accountant, and upon the
authority of said person as an expert in accounting and auditing.
Available information
Commencing on the date of this prospectus, we will be subject to the
information Requirements of the Securities Exchange Act of 1934, as amended.
This Act requires us to file reports, proxy statements and other information
with the Securities and Exchange Commission. Copies of the reports, proxy
statements and other information we file can be inspected at the Headquarters
Office of the Securities and Exchange Commission located at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 and at certain of its regional offices
at the following addresses:
o 7 World Trade Center, 13th Floor, New York, New York 10048; and
o 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of the material we file may be obtained from the Public
Reference Section of the Commission, at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. at prescribed rates. The Public Reference Room can be reached
at (202) 942-8090. The Commission also maintains a web site that contains
reports, proxy and information statements and other information regarding us.
This material can be found at http://www.sec.gov.
24
<PAGE>
Mark Cohen C.P.A.
1772 East Trafalgar Circle
Hollywood, Fl 33020
(954) 922 - 6042
--------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
Board of Directors
Sword Comp-Soft Corp.
We have audited the accompanying balance sheet of Sword Comp-Soft Corp. (a
company in the development stage) as of April 30, 2000 and the related
statements of operations, shareholders' equity (deficiency) and cash flows for
the year ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sword Comp-Soft Corp. at April
30, 2000, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has experienced an operating loss that raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/Mark Cohen
Mark Cohen C.P.A.
A Sole Proprietor Firm
Hollywood, Florida
July 15, 2000
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEET
AT APRIL 30, 2000
Assets
Current Assets
Cash and cash equivalents $ 151,660
Total current assets 151,660
Property and equipment, net 15,000
Total assets 166,660
=======
Liabilites and Shareholder's Equity
Current Liabilities
Accounts payable -
Accounts payable and accrued liabilities 6,853
Total current liabilities 6,853
Shareholder's Equity
Common Stock, $.0001 par value; authorized 70,000,000 shares; 1,100
issued and outstanding - 11,000,000 in 2000
Paid in Capital 273,901
Share Subscription Receivable (103,739)
Deficit accumulated during the development stage (11,454)
Total Shareholder's Equity 159,807
Total liabilities and shareholder's equity $ 166,660
Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial
statement.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF INCOME
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
Year Ended
April 30, 2000
--------------------
Operating Expenses:
Selling, general and administrative expenses $ 11,454
Net Loss $ (11,454)
====================
Basic weighted average common shares outstanding 11,000,000
====================
Basic Loss per common share $ (0.0010)
====================
Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an equal part of this financial
statement.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF SHAREHOLDERS' EQUITY
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Accumulated
Common Stock Receivables Deficit during Total
---------------------------------------------- Paid in Shares Development Shareholder's
Shares Par Value Amount Capital Subscription Stage Equity
---------------- -------------- ------------ -------------- ------------------------------- ---------------
- $ - $ - $ - $ - $ - $ -
10,400,000 0.0001 1,040 258,961 (103,739) - 156,262
600,000 0.0001 60 14,940 - - 15,000
(11,454) (11,454)
---------------- -------------- ------------ -------------- --------------- -------------- ---------------
11,000,000 $ 0.001 $ 1,100 $ 273,901 $ (103,739) $ (11,454) $ 159,807
================ ============== ============ ============== =============== ============== ===============
</TABLE>
Read the accompanying summary of significant policies and notes to financial
statement, both of which are an integral part of this financial statement.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOWS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (11,454)
Adjustments to reconcile net income (loss) to net cash -
used in operating activities:
Changes in Operating assets and liabilities:
Accounts Payable and Accrued Liabilities 6,853
----------------
Net cash provided by/(used in) operating activities (4,602)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by/(used in) investing activities -
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Sales of common stock 156,262
----------------
Net cash provided by/(used in) financing activities 156,262
----------------
Net increase (decrease) in cash and cash equivalents 151,660
Cash and cash equivalents, beginning of period -
----------------
Cash and cash equivalents, end of period $ 151,660
================
Read the accompanying summary of significant accounting policies and notes to
financial statement, both of which are an integral part of this financial
statement.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Sword Comp-Soft Corp. (the "Company") was organized on November 02,
1998. The company is an Application Service Provider in the E-Health sector
providing on-line interactive health services through the internet.
Sword Comp-Soft Corp. prepares its financial statements in accordance with
generally accepted accounting principles. This basis of accounting involves the
application of accrual accounting; consequently, revenues and gains are
recognized when earned, and expenses and losses are recognized when incurred.
Financial statement items are recorded at historical cost and may not
necessarily represent current values.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Certain amounts included in the financial statements are
estimated based on currently available information and management's judgment as
to the outcome of future conditions and circumstances. Changes in the status of
certain facts or circumstances could result in material changes to the estimates
used in the preparation of financial statements and actual results could differ
from the estimates and assumptions. Every effort is made to ensure the integrity
of such estimates.
Fair value of Financial Instruments
The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts receivable, other receivables, accounts payable and
accrued expenses and other liabilities approximate fair value because of the
immediate or short-term maturity of these financial instruments.
Earnings Per Share of Common Stock
Basic earnings (loss) per share is computed using the weighted-average
number of common shares outstanding during the period.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all
highly liquid instruments with original maturities of three months or less to be
cash equivalents.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
NOTE 3 - PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
Computer Equipment. . . . . . . . . . . . . . . . . . . . . . . $ 15,000
(Acquired from related party and recorded at
predecessor basis) 15,000
Less: Accumulated depreciation. . . . . . . . . . . . . . . . -
Property and equipment, net. . . . . . . . . . . . . . . . $ 15,000
Property and equipment are stated at cost. Depreciation is computed primarily
using the straight-line method over the following estimated useful lives:
Years
-----
Computer Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
NOTE 4 - COMMITMENTS AND CONTIGENCIES
Dedicated internet access
The company has entered into an agreement with UUNET Canada, Inc. for
dedicated access to the commercial internet. The agreement is for twelve months
starting March 01, 2000 and expiring on February 28, 2001. The monthly amount is
$1,395 CAD plus applicable taxes.
Office Rent
The company has entered into an lease agreement with 9033-0176 Quebec Inc.
for office space. The term of the lease begins on May 01, 2000 and terminates on
June 30, 2005, with an option to renew for an additional five years. The annual
rent amount is $18,000.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The company reported a net loss of
$11,454 for the year ended April 30, 2000. As reported on the statement of cash
flows, the Company incurred negative cash flows from operating activities of
$4,602 from inception. To date, this has been financed principally through the
sale of common stock ($151,660). Management has continued to develop a strategic
plan to develop a management team, maintain reporting compliance and seek new
expansive areas in on-line healthcare sector. Management anticipates that
additional investments will be needed to develop an effective sales and
marketing program before the organization will generate sufficient cash flow
from operations to meet current operating expenses and overhead.
NOTE 6 - RELATED PARTY TRANSACTIONS
Equipment purchases from officers
On April 30, 2000 the company purchased computer equipment from its
officers. The amount of the purchase was $15,000. On April 30, 2000, the company
issued 600,000 shares of common stock in settlement of the purchase. The
computer equipment was capitalized at predecessor cost for an amount of $15,000.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
NOTE 7 - STOCKHOLDER'S EQUITY
On April 30,2000, the company in accordance with its private placement
offering exempt from registration requirements under section 4(2) of the
Securities Act of 1933 issued 10,400,000 of common shares. The shares have been
issued and a receivable has been reflected in the equity section for those
shares which payment had not been received as of April 30, 2000.
On April 30, 2000, the company issued 600,000 shares to officers of the
company in settlement of computer equipment purchases. The computer equipment
was capitalized at predecessor cost for an amount of $15,000.
NOTE 8 - INCOME TAXES
The Company did not provide any current or deferred United States federal,
state or foreign income tax provision or benefit for the period presented
because it has experienced operating losses since inception. The Company has
provided a full valuation allowance on the deferred tax asset, consisting
primarily of net operating loss carryforwards, because of uncertainty regarding
its realizability.
NOTE 9 - SUBSEQUENT EVENTS
On March 14, 2000 the company agreed to issue 35,700,000 shares,
approximately fifty one percent of the authorized shares, of common stock to
Millenia Hope, Inc., a biopharmaceutical corporation. On May 29, 2000 the
company issued 35,700,000 shares of common stock to Millenia Hope, Inc. in
exchange for 5 million shares of common stock of Millenia Hope, Inc. and 5
million warrants, each warrant entitling the company to purchase one common
share at a price of two dollars per share until November 30, 2004.
In May and June 2000, the company collected the entire share subscription
receivable (see Note 7) of $103,739.
<PAGE>
You should only rely on the information
contained in this document or other
information that we refer you to.
We have not authorized anyone
to provide you with any other
information that is different . You 11,000,000 Shares of
should note that even though you received a copy Common Stock
of this Prospectus, there may have been changes
in our affairs since the date of this Prospectus.
This Prospectus does not constitute an offer
to sell securities in any jurisdiction in
which such offer or solicitation is not
authorized
TABLE OF CONTENTS PAGE
Risk Factors 3 SWORD COMP-SOFT CORP.
Special Note Regarding
Forward-Looking Statements 8
Summary Historical Financial
Information 9
Plan of Operations 9
Use of Proceeds 13
Business 14 PROSPECTUS
Management 27
Security Ownership of Certain
Beneficial Owners and Management 29
Executive Compensation 30
Certain Relationships
and Related Transactions 30
Disclosure of Commission Position
on Indemnification for Securities
Act Liability 31
Description of Securities 26
Plan of Distribution 33
Selling Stockholders 33 October , 2000
Legal Matters 47
Experts 47
Available Information 47
Index to Financial Statements F-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<PAGE>
Item 13. Other Expenses of Issuance and Distribution
The following statement sets forth the estimated expenses in
connection with the offering described in the Registration Statement, all of
which will be borne by the Registrant.
Securities and Exchange Commission Fee........... $ 83
Accountants' Fees................................................ $ 15,000
Legal Fees............................................................ $ 20,000
Company's Administrative Expenses................... $ 30,000
Printing and engraving......................................... $ 10,000
Miscellaneous....................................................... $ 1,917
Total $ 77,000
=========
Item 14. Indemnification of Directors and Officers.
Neither our By-Laws nor our Certificate of Incorporation
currently provide indemnification to our officers or directors. In an effort to
continue to attract and retain qualified individuals to serve as our directors
and officers, we intend to adopt provisions providing for the maximum
indemnification permitted by Delaware law.
Item 15. Recent Sales of Unregistered Securities
In March/April 2000 Registrant sold 11,000,000 common shares
at a price of $0.25 under Rule 504 and Regulation S.
In May 2000 Registrant swapped 35,700,000 common shares with
its parent company, Millenia Hope Inc. In return it received 5,000,000 common
shares of Millenia Hope Inc. and 5,000,000 warrants entitling them to purchase
one common share per one warrant for $2 up to May 29, 2003.
Item 16. Exhibits and Financial Statements Schedules.
3.1 Certificate of Incorporation, as amended
3.2 By-Laws
4.1 Specimen Common Stock Certificate
5 Opinion of Heller, Horowitz & Feit, P.C.
10.1 Lease Agreement
23.1 Consent of Heller, Horowitz & Feit, P.C.
(included in the Opinion filed as Exhibit 5)
23.2 Consent of Mark Cohen, C.P.A.
27 Financial data schedule, as amended
II-II
<PAGE>
Item 17. Undertakings.
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(iii) Include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(iv) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
II-III
<PAGE>
In accordance with the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and has authorized this registration
statement or amendment to be signed on its behalf by the undersigned, in the
City of Montreal on the 17th day of October, 2000.
SWORD COMP-SOFT INC.
By:___________________________________________
Anthony Ierfino, President and CEO
In accordance with the requirements of the Securities Act, this
registration statement or amendment was signed by the following persons in the
capacities and on the dates stated:
Signature Title Date
/s/Anthony Ierfino
Anthony Ierfino President, Chief October 17, 2000
Executive Officer, Director
/s/Leonard B. Stella
Leonard B. Stella Chief Operating Officer, October 17, 2000
Director
/s/Abdulmajid Sharif Chief Technical Officer, October 17, 2000
Abdulmajid Sharif Director
/s/Dr. Raafat G. Saade Vice President October 17, 2000
Dr. Raafat G. Saade Data Information
II-IV
